Texas Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9367
• Format: Word; Rich Text

Description

Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company dated November 17, 1999. 39 pages. Texas Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. — A Comprehensive Agreement for Asset Sale and Purchase Introduction: The Texas Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. sets forth the terms and conditions governing the sale and purchase of assets of Cygnus, Inc. by Orthogonal Pharmaceutical, Inc. This agreement aims to ensure a smooth transfer of assets, liabilities, intellectual property rights, and other relevant components necessary for the continued operation of the company post-acquisition. It is a legally binding document that protects the interests of both parties involved. Key Elements of the Agreement: 1. Definitions: This section establishes a common understanding of terms and phrases used throughout the agreement, ensuring clarity and avoiding any misinterpretation. 2. Purchase and Sale of Assets: The agreement identifies the assets to be purchased, including tangible and intangible assets such as equipment, inventory, intellectual property, contracts, customer lists, and goodwill. It specifies the consideration for the assets and any assumption or transfer of liabilities. 3. Purchase Price and Payment Terms: The agreement outlines the total purchase price and the payment terms, whether in a lump sum or installments. It also covers the mechanism for adjusting the purchase price based on working capital, debt, or other factors. 4. Representations and Warranties: Both parties make various representations and warranties about their respective businesses, assets, and authority to enter into the agreement. These ensure transparency and provide grounds for legal recourse if any misrepresentation is discovered. 5. Closing and Conditions Precedent: This section defines the conditions that must be satisfied before the closing of the transaction, such as consents, approvals, or waivers from third parties, and obtaining necessary governmental or regulatory clearances. 6. Post-Closing Covenants: It covers the obligations of both parties after the closing, including non-compete agreements, non-solicitation of employees or customers, and cooperation in transitioning the business smoothly. 7. Indemnification: The agreement includes provisions related to indemnification for breaches and liabilities arising from pre-closing or post-closing events. It establishes the procedures, limitations, and timeframe for making claims. 8. Governing Law and Jurisdiction: Texas law governs the agreement, and any disputes or claims related to the agreement fall under the exclusive jurisdiction of Texas courts. 9. Confidentiality: Both parties agree to treat all non-public information as confidential, preventing any unauthorized disclosure or use of sensitive information during and after the transaction. 10. Entire Agreement and Amendments: This clause states that the agreement represents the entire understanding between the parties and supersedes any prior agreements or understandings. It also stipulates that any amendments to the agreement must be made in writing. 11. Severability: In case any provision of the agreement is deemed invalid or unenforceable, it won't affect the enforceability of the remaining provisions. 12. Counterparts and Electronic Signatures: The agreement allows for execution in counterparts and recognizes the validity of electronic signatures. Conclusion: The Texas Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a comprehensive, legally binding document that facilitates the transfer of assets necessary for the acquisition. It encompasses various aspects such as asset identification, purchase price, representations and warranties, indemnification, and post-closing obligations. This agreement ensures a transparent and efficient asset sale and purchase process, thereby protecting the interests of both parties involved.

Texas Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. — A Comprehensive Agreement for Asset Sale and Purchase Introduction: The Texas Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. sets forth the terms and conditions governing the sale and purchase of assets of Cygnus, Inc. by Orthogonal Pharmaceutical, Inc. This agreement aims to ensure a smooth transfer of assets, liabilities, intellectual property rights, and other relevant components necessary for the continued operation of the company post-acquisition. It is a legally binding document that protects the interests of both parties involved. Key Elements of the Agreement: 1. Definitions: This section establishes a common understanding of terms and phrases used throughout the agreement, ensuring clarity and avoiding any misinterpretation. 2. Purchase and Sale of Assets: The agreement identifies the assets to be purchased, including tangible and intangible assets such as equipment, inventory, intellectual property, contracts, customer lists, and goodwill. It specifies the consideration for the assets and any assumption or transfer of liabilities. 3. Purchase Price and Payment Terms: The agreement outlines the total purchase price and the payment terms, whether in a lump sum or installments. It also covers the mechanism for adjusting the purchase price based on working capital, debt, or other factors. 4. Representations and Warranties: Both parties make various representations and warranties about their respective businesses, assets, and authority to enter into the agreement. These ensure transparency and provide grounds for legal recourse if any misrepresentation is discovered. 5. Closing and Conditions Precedent: This section defines the conditions that must be satisfied before the closing of the transaction, such as consents, approvals, or waivers from third parties, and obtaining necessary governmental or regulatory clearances. 6. Post-Closing Covenants: It covers the obligations of both parties after the closing, including non-compete agreements, non-solicitation of employees or customers, and cooperation in transitioning the business smoothly. 7. Indemnification: The agreement includes provisions related to indemnification for breaches and liabilities arising from pre-closing or post-closing events. It establishes the procedures, limitations, and timeframe for making claims. 8. Governing Law and Jurisdiction: Texas law governs the agreement, and any disputes or claims related to the agreement fall under the exclusive jurisdiction of Texas courts. 9. Confidentiality: Both parties agree to treat all non-public information as confidential, preventing any unauthorized disclosure or use of sensitive information during and after the transaction. 10. Entire Agreement and Amendments: This clause states that the agreement represents the entire understanding between the parties and supersedes any prior agreements or understandings. It also stipulates that any amendments to the agreement must be made in writing. 11. Severability: In case any provision of the agreement is deemed invalid or unenforceable, it won't affect the enforceability of the remaining provisions. 12. Counterparts and Electronic Signatures: The agreement allows for execution in counterparts and recognizes the validity of electronic signatures. Conclusion: The Texas Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a comprehensive, legally binding document that facilitates the transfer of assets necessary for the acquisition. It encompasses various aspects such as asset identification, purchase price, representations and warranties, indemnification, and post-closing obligations. This agreement ensures a transparent and efficient asset sale and purchase process, thereby protecting the interests of both parties involved.